Rogue Resources Inc.

Rogue Resources Inc.

June 16, 2011 10:11 ET

Rogue Resources Closes $4.6 Million Financing, 15% Overallotment Option Exercised

VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 16, 2011) -


Rogue Resources Inc. (TSX VENTURE:RRS) (the "Company") is pleased to announce that it has completed its previously announced $4 million dollar unit financing with full exercise of the 15% over-allotment option.

The Company raised an aggregate of $4,600,000 from the sale of (i) 12,722,000 non-flow through units ("Units") at a price of $0.25 per Unit, and (ii) 4,301,514 flow through units ("FT Units") at a price of $0.33 per FT Unit (collectively, the "Offering"). Except for 200,000 Units issued on a non-brokered basis, the Offering was conducted on a best efforts agency basis through Jennings Capital Inc. as sole agent (the "Agent").

Each Unit consists of one common share of the Company and one half of one transferrable common share purchase warrant (each whole warrant, a "Warrant") with each Warrant entitling the holder thereof to purchase one common share of the Company at an exercise price of C$0.37 per share for a period of 24 months following the closing of the Offering. Each FT Unit consists of one flow-through common share of the Company and one half of one Warrant. With the exception of Warrants comprising part of 200,000 Units sold on a non-brokered basis, the Warrants were issued under a warrant indenture between the Company and Computershare Trust Company of Canada as warrant agent.

The proceeds from the issuance of FT Units will be used to fund exploration expenditures on the Company's Canadian mineral projects and will qualify as Canadian exploration expenses (as defined in the Income Tax Act) that will be renounced to the investors no later than December 31, 2011. The Company intends to use the net proceeds of the Offering primarily for expenditures on the Company's Radio Hill Property and for general working capital.

The Agent was paid a cash commission equal to 7.5% of the aggregate gross proceeds of the brokered part of the Offering. The Agent was also granted 1,261,763 non-transferable compensation options ("Compensation Options"). Each Compensation Option entitles the holder to purchase, for a period of 24 months from the Closing Date at an exercise price of $0.25, one Unit described above.

All securities issued under the Offering are subject to a four-month hold period expiring on October 17, 2011.


Rogue Resources is an advanced stage exploration company, with offices in Vancouver, British Columbia and Timmins, Ontario. The Company has an extensive property pipeline of projects in Ontario. The most advanced project includes its 100% owned Langmuir Nickel deposit which has resource estimate of 677,000 tonnes of 1.0% Nickel and 0.06% copper, Measured & Indicated, and 171,000 tonnes of 0.89% Nickel. Also in the Timmins area is the Company's 100% owned Radio Hill iron ore project which has historical iron ore resources* as high as 427 million tons at 27.3%. The Company also has several large land packages within the Abitibi greenstone belt of the Timmins Camp that host VMS, base metal and lode gold showing. In addition to its larger properties the Company also has gold properties in the Kirkland Lake area and base metal properties in Bathurst, New Brunswick.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the common shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, any person in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Cautionary Note Regarding Forward Looking Statements: Certain disclosure in this release, including statements regarding the use of the proceeds from the private placement, constitute forward-looking statements. In making the forward-looking statements in this release, the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company, including that the Company is able to obtain any government or other regulatory approvals required to complete the Company's planned exploration activities, that the Company is able to procure personnel, equipment and supplies required for its exploration activities in sufficient quantities and on a timely basis and that actual results of exploration activities are consistent with management's expectations. Although the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors include, among others, that actual results of the Company's exploration activities will be different than those expected by management and that the Company will be unable to obtain or will experience delays in obtaining any required government approvals or be unable to procure required equipment and supplies in sufficient quantities and on a timely basis. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

*The historical estimates contained in this document are not in accordance with the mineral resources or mineral reserves classifications contained in the CIM Definition Standards on Mineral Resources and Mineral Reserves, as required by National Instrument 43-101 ("NI 43-101"). Accordingly, the Company is not treating these historical estimates as current mineral resources or mineral reserves as defined in NI 43-101 and such historical estimates should not be relied upon. A qualified person has not done sufficient work to date to classify the historical estimates as current mineral resources or mineral reserves. The term "ore" in this document is being used in a descriptive sense for historical accuracy, and is not to be misconstrued as representing current economic viability.

Neither the TSX Venture Exchange nor its Regulation Services Provider(as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

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